Remuneration Matters

Principle 7: Remuneration Policies
The NRC reviews matters concerning remuneration of the Board, Senior Management and other employees who are related to the controlling shareholders and/or our Directors. The NRC has access to the Head of Human Resources and may also seek expert advice from external consultants on executive compensation. No Director is involved in deciding his own remuneration.

Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
The amount of Directors' Fees payable to Non-Executive Directors is dependent on the respective Non-Executive Directors' level of responsibility and contributions. The framework for determining the Directors' Fees remains unchanged as follows:-

Notwithstanding the adoption of the framework shown, the Non-Executive Directors, on their own accord, initiated a 10 percent reduction in Directors' Fees for the last financial year. The Non-Executive Directors have decided to continue with the same 10 percent reduction for the financial year under review.

Executive Directors do not receive Directors' Fees. Their remuneration comprises a base salary, bonus and participation in the Company's share-based remuneration programmes. The level and mix of each of the Directors' remuneration in bands of S$250,000 are set out below. The names of the top five key executives (who are not also Directors) earning remuneration which falls within bands of S$250,000 are also set out below:-

During the year, there were only two employees, namely Mr Ho KwonCjan and Ms Chiang See Ngoh Claire, who are immediate family members of the Executive Chairman and whose remuneration exceeded S$150,000.

Long-Term Share Incentives

The Company has in place the Banyan Tree Share Option Scheme and the Banyan Tree Performance Share Plan (the "Plan"). The Plan comprises the Performance Share Plan ("PSP") and Restricted Share Plan ("RSP"). The PSP and RSP were introduced to strengthen the Company's competitiveness in attracting and retaining talented key executives. The PSP and RSP are also aimed at aligning the interests of key executives with that of shareholders, improving performance and achieving sustainable growth for the Company, and fostering an ownership culture among key executives. The Plan contemplates the award of fully paid shares or their cash equivalent, when and after pre-determined performance or service conditions are met. The selection of a participant and the number of shares to be awarded under the PSP or RSP are determined at the discretion of the NRC. The NRC reviews and sets performance conditions and targets where it thinks appropriate and after considering prevailing business conditions.

Details of the Company's PSP and RSP can be found in the Directors' Report and Note 42 to the financial statements.

The Company has not issued any option to eligible employees pursuant to the Banyan Tree
Share Option Scheme.